Common use of Seller Marks Clause in Contracts

Seller Marks. Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

Seller Marks. Buyer acknowledges (a) Buyers acknowledge that: (i) as between Seller and agrees that as a result of the consummation of the transactions contemplated by this AgreementBuyers, it will not obtain any Seller shall exclusively own all right, titletitle and interest in and to all Seller Marks; and (ii) Buyers and their respective Affiliates (including the Transferred Entities from and after the Closing) shall have no rights, interestand are not acquiring any rights, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closingexcept as stated in this Section 4.16. Following the Closing, upon reasonable prior written notice Buyers shall: (i) cause the Transferred Entities to, as soon as practicable, but in no event later than one hundred eighty (180) days following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and at mutually agreed upon reasonable timescause their certificates of incorporation (or equivalent Organizational Documents), Buyer shall allow Seller, at Seller’s costas applicable, to be amended to remove any reference to “WestRock,” “WRK,” “MeadWestvaco,” “MWV,” “▇▇▇▇” or any other Seller ▇▇▇▇, and provide Seller with such documents and materials that Seller may reasonably request to evidence such filings; and (ii) cause the Transferred Entities to, no later than one hundred eighty (180) days following the Closing Date, cease to use or instruct any third party to use any Seller Marks, and remove, cover strike over or conceal otherwise obliterate all Seller Marks from all assets and other materials owned or possessed by the Transferred Entities, including vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, Software and other materials and systems; provided, that Seller hereby grants Buyers and the Transferred Entities (solely to the extent they remain an Affiliate of any Buyer) a limited, non-exclusive, non-transferrable, non-sublicensable right to continue temporarily to use the Seller Marks appearing on signage at following the primary entrances Closing: (i) in connection with the continued operation of the FacilitiesBusiness in a manner substantially consistent with the operation of the Business as of immediately prior to the Closing; provided(ii) in each mold owned or used by the Transferred Entities in the Business immediately prior to the Closing on the products of the Business for the life of such mold; and (iii) in connection with the sale of any inventory of the Transferred Entities that exists as of immediately prior to the Closing and any products made from such molds referred to in the preceding clause (ii), however, in each case at any time following the Closing. Seller agrees to indemnify hereby disclaims all express and hold harmless Buyer, its Affiliates implied representations and their Representatives for any warranties concerning the Seller Marks and all Losses incurred responsibility or liability under this Section 4.16 for claims by Buyer, its Affiliates or their Representatives third parties after the Closing Date arising out of or relating to the use of any exercise Seller ▇▇▇▇ by any Transferred Entity. Seller may immediately terminate the rights granted in this Section 4.16 if any Buyer or its Affiliates fail to comply with the terms and conditions of this Section 4.16 in any material respect and do not cure such failure to Seller’s reasonable satisfaction within thirty (30) days after receipt of written notice detailing such failure. (b) Any use of the access rights under Seller Marks by the Transferred Entities permitted by this Section 5.74.16 shall be subject to the following conditions: (i) Use of the Seller Marks shall be in the same form and manner, including to no greater extent (without an increase in the extent or type of uses of the Seller Marks), and subject to the same standards of quality, of that in effect for the Seller Marks as of the Closing Date; (ii) Each Buyer shall not, and shall cause its Affiliates not to, and each Buyer and its Affiliates shall not attempt to or request any Claims by other Person to: (1) use any of Seller ▇▇▇▇ in any manner, or engage in any other act or omission, that is intended to or would reasonably be expected to tarnish, degrade or disparage a Seller ▇▇▇▇ or Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its RepresentativesAffiliates’ gross negligence business or willful misconduct. Thereafterreputation, or that is intended to harm the value, reputation or distinctiveness of or Seller’s goodwill in any Seller ▇▇▇▇, it being understood that Buyers shall be deemed not to have violated the provisions of this Section 4.16(b)(ii) if any Buyer shall not or its Affiliates use any Seller ▇▇▇▇ in substantially the same manner used by the Transferred Entities prior to the Closing; (2) register or file applications to register in any jurisdiction any Seller ▇▇▇▇ or any trademark, service ▇▇▇▇, trade dress, trade name, domain name, social media user name or term confusingly similar other identifier of source or origin that is likely to cause confusion with any Seller ▇▇▇▇ in connection with ▇; or (3) contest the sale of any products ownership or services, in the corporate or doing business name validity of any of the Seller Marks, including in any Litigation; (iii) Each Buyer shall, and shall cause its Affiliates to, inform all other parties to whom such Buyer or otherwise any such Affiliate displays or presents any materials bearing Seller Marks that in the conduct context of entering into or conducting any contractual relationship, such Buyer or such of its Affiliates, rather than Seller or any of its Affiliates’ businesses , is entering into or operationsconducting the contractual relationship; (iv) Any press release or similar public announcement or similar public communication that references any of the Seller Marks shall include a statement that each Buyer, its Affiliates, as applicable, and Seller (and its Affiliates), are not Affiliates or otherwise related to each other; providedand (v) Any use of the Seller Marks by any Buyer and its Affiliates shall inure to the benefit of Seller, however that and each Buyer and its Affiliates shall not acquire any rights in the Marks other than as provided herein. (c) At the request of Seller, any Buyer shall not be in violation and shall cause its Affiliates to cooperate with Seller to assist Seller with any reasonable requests to ensure that the conditions of use of the Seller Marks set forth under Section 4.16(b) are complied with. (d) Buyers and their respective Affiliates shall indemnify and hold harmless Seller and its Affiliates for any Losses arising from, or relating to, the use by Buyers or any of their respective Affiliates of the Seller Marks pursuant to this Section 5.7 to 4.16. (e) Notwithstanding the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches foregoing, nothing in this Section 5.74.16 shall preclude any Buyer or its Affiliates from making any reference to Seller Marks: (i) in internal tax, legal, employment or similar records and as reasonably necessary and appropriate to describe the historical relationship of the Business and the Transferred Entities with Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, its Affiliates; or (ii) as well as any other remedies at law or in equity available to Sellerrequired by applicable Law.

Seller Marks. Buyer acknowledges (a) Except as otherwise provided in the Transition Services Agreement or the Services Plan prepared thereunder (the “Services Plan”), Purchaser hereby covenants and agrees that it shall, as a result promptly as reasonably practicable following the transfer of the consummation applicable Product Registration for such jurisdiction to Purchaser or any of its Affiliates, and in any event no later than the end of the transactions contemplated periods set forth for each jurisdiction in the Transition Services Agreement or the Services Plan or such other period as may be required under applicable Law (such period for a jurisdiction, the “Cut-Over Period”), revise sales and product literature, packaging and labeling to (i) delete all displays of any Seller Identified Marks and (ii) delete all references to customer service address or phone number of Seller or any of its Affiliates, in each case, except as Purchaser reasonably determines would be prohibited under applicable Laws; provided, however, that, unless otherwise specifically set forth in the Transitional Services Agreement or the Services Plan or as may otherwise required under applicable Law, for a period of one hundred twenty (120) days from the end of the relevant Cut-Over Period (the “Transitional Period”), Purchaser may continue to distribute sales and product literature, and market, distribute, import, export and sell any Product Inventory and any Product manufactured by or on behalf of Purchaser or any of its Affiliates within the relevant Cut-Over Period after the Closing Date consistent with the past practices of Seller or its Affiliates during the one hundred twenty (120) day period preceding the Closing Date. Subject to Purchaser’s compliance with the terms and conditions set forth in this AgreementSection 5.12, it will not obtain and to the extent Seller or its Affiliates has the right to grant such right and license, effective upon the Closing Date, Seller, on behalf of itself and its Affiliates, hereby grants to Purchaser a limited, non-exclusive, non-transferable, non-sublicensable (except Purchaser may grant sublicenses to any wholly owned subsidiary of Purchaser and, in a manner substantially consistent with such practices as of or prior to the Closing Date, to third-party contractors, provided, that Purchaser notifies Seller in advance and in writing and Purchaser remains primarily liable and responsible for all acts and omissions of such sublicensee, including any that would constitute a breach of this Section 5.12 with respect to the Seller Identified Marks), royalty-free, paid up right and license, during the Transitional Period, solely to use the Seller Identified Marks owned by Seller or any of its Affiliates that are used by Seller or any of its Affiliates as of the Closing Date in connection with the conduct of the Business, including to distribute such sales and product literature, and to market, distribute, import, export and sell such Product Inventory and any Product manufactured by Purchaser in accordance with this Section 5.12 in the ordinary course of business and consistent with past practice of Seller and its Affiliates prior to the Closing Date. In no event shall Purchaser use any Seller Marks, customer service addresses or phone numbers after the Closing Date in any manner or for any purpose that deviates in any material respect from the use of such Seller Marks, customer service addresses or phone numbers by the Business during the one hundred twenty (120) day period preceding the Closing Date. As between the Parties, Seller or an Affiliate of Seller is the sole and exclusive owner of all right, titletitle and interest in and to the Seller Marks and all rights related thereto and goodwill associated therewith, interest, license or other right hereunder to use any and all uses of the Seller Marks. Prior Marks and the goodwill arising therefrom shall inure solely to the Closing, benefit of Seller may remove or such Affiliate of Seller. Any use by Purchaser or any of Purchaser’s wholly-owned Subsidiary sublicensees of any of the Seller Marks during the time periods referred to in this Section 5.12 shall be consistent with the form and manner, and standards of quality, of those in effect by Seller and its Affiliates with respect thereto during the one hundred twenty (120) day period preceding the Closing Date and in accordance with all applicable Laws. Seller and its Affiliates shall have the right, during the Transitional Period, to reasonably request samples of uses of the Seller Marks by or on behalf of Purchaser or its Affiliates to inspect and exercise quality control with respect to Purchaser’s and Purchaser’s sublicensees’ use of the Seller Marks, and Purchaser shall use its commercially reasonable efforts to promptly provide such samples in a reasonable manner; provided, however, that such provision does not unreasonably disrupt the normal operations of Purchaser or the Business. From and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller and the other Seller Indemnified Parties against, and reimburse Seller and each other Seller Indemnified Party for, all Losses that Seller and/or such other Seller Indemnified Party(ies) may suffer or incur, or become subject to, without duplication, to the extent such Losses arise as it determines a result of any use by Purchaser or any of its Affiliates of any Seller Marks, the exercise of the rights and license grated to Purchaser hereunder or any breaches or violations of this Section 5.12. (b) Except solely as set forth in this Section 5.12, during the Transitional Period or as set forth in the Transitional Services Agreement or the Services Plan or as may be otherwise required under applicable Law, following the Closing Date, Purchaser shall cease, and shall cause its sole discretionAffiliates to cease, making any use (in any form or manner or for any purpose) of any Seller Marks (including any Marks that contain or comprise any Seller Marks) in any jurisdiction, including as part of any company name, Internet domain name or social media handle (other than, for the avoidance of doubt, the Transferred IP or any Marks that would be considered confusingly similar to Seller Marks) other than for nominative use, fair use, or otherwise as permitted or required under applicable Laws. As soon as Purchaser shall not, and shall cause its Affiliates to not, use the Seller Marks in a manner that would reasonably practicable but be expected in no event more than sixty any respect to reflect negatively on, or otherwise adversely affect, any such Seller Marks (60including the goodwill associated therewith) or Seller or any of its Affiliates. Without limiting any other remedies that may be available to Seller or any of its Affiliates, Seller shall have the right to terminate any license granted pursuant to Section 5.12(a) upon written notice to Purchaser, following a forty-five (45) day notice and cure period, if Purchaser or any of its Affiliates materially breaches any of the terms or conditions set forth in this Section 5.12 without curing such breach within forty-five (45) days of receiving Seller’s written notice of such breach. Except as expressly provided in this Section 5.12, from and after the Closing Date, Buyer Purchaser shall dispose of any unused productsnot, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any cause each of its Affiliates or otherwise in the conduct of its to not, hold itself out as having any affiliation with Seller or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

Seller Marks. Buyer acknowledges (a) Within 120 days following the Closing, Purchaser shall file such documents and agrees that as a result shall take, or cause to be taken, such necessary and reasonable actions, to file with competent Governmental Authorities to change the names of the consummation Purchased Entities as set forth in Section 5.14(a) of the transactions contemplated by this AgreementDisclosure Schedule. Except as set forth in the Transaction Agreements, it is expressly understood that the purchase of Purchased Assets, Purchased Interests and Purchased Entities does not entitle Purchaser to have any rights in and to, nor the ability to use, any Seller Marks (as defined below). (b) With respect to any Leased Real Property, Purchaser will either (i) remove all interior and exterior signage with respect to such Leased Real Property or bearing the “PolyOne” or “Avient” name (including Avient Now), tradenames or Trademarks (collectively, the “Seller Marks”) or (ii) cover such signage with temporary signage or other opaque materials not obtain bearing any Seller Mark so that no part of the underlying signage is visible, in either case no later than 120 days after the Closing. (c) After the Closing, Purchaser and its Subsidiaries will have the right, titleand the Seller Group hereby grants to Purchaser and its Subsidiaries a limited, interestroyalty-free, license or other non-sublicensable, non-exclusive right hereunder to use and display the Seller Marks to (i) sell or otherwise dispose of the existing inventory, and (ii) use existing packaging, labeling, containers, stationery, business forms, supplies, advertising and promotional materials and any similar materials bearing the Seller Marks until such inventory and other existing materials have been exhausted following the Closing; provided, that (A) neither Purchaser nor any of its Subsidiaries will take any action that would impair the value of the Seller Marks. Prior ; (B) when using the items listed in clause (ii) above in the context of entering into or conducting contractual relationships, Purchaser will use reasonable efforts to make clear to all other applicable parties that Purchaser or its Subsidiaries, rather than Seller or any of its Subsidiaries, is the Closingparty entering into or conducting the contractual relationship; and (C) personnel of Purchaser or its Subsidiaries using the above items will not, Seller may remove any and will have no authority to, hold themselves out as officers, employees or agents of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its Group or any of its Affiliates’ businesses . Purchaser and its Subsidiaries will comply with all applicable Laws in all material respects in any use of packaging or operations; providedlabeling containing the Seller Marks. (d) With respect to Section 5.14(c), however that Buyer shall not be Purchaser will use reasonable best efforts to use or dispose of such inventory and materials as soon as reasonably possible, and, in violation of this Section 5.7 to any event, will cease using the extent such violation results from Seller’s failure to remove all Seller Marks at on fixed assets as soon as practicable after the Facilities. In Closing. (e) Purchaser may use the event Seller Marks indefinitely for historical factual purposes (e.g., to indicate that Buyer breaches this Section 5.7, the Purchased Entities were previously affiliated with the Seller shall be entitled to specific performance of this Section 5.7 Group) and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Sellerwhere such use constitutes “fair use.”

Seller Marks. Buyer ▇▇▇▇▇ acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ Mark or any name or term confusingly similar to any Seller ▇▇▇▇ Mark in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

Seller Marks. Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. (a) Prior to the Closing, at the written request of the Buyer, the Sellers shall take all reasonable actions necessary to (i) change the name of the Companies that includes any Seller Marks to a name identified by the Buyer that does not include any Seller Marks and which incorporates or is derived from a trademark or service mark included in the Acquired IP and (ii) execute all documents as may remove be necessary to evidence and record any such name changes. Following such name change, in a manner and in accordance with a transition plan agreed by the Buyer, the Sellers shall use commercially reasonable efforts to cause the Companies to cease and discontinue all uses of any Seller Marks, and eliminate Seller Marks from, revise, paint over or otherwise permanently obscure the Seller Marks as it determines on any signage or other materials in its sole discretionthe possession or under the control of the Sellers or the Companies. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, The Buyer shall dispose be responsible for all reasonable out-of-pocket costs and expenses incurred by the Sellers and their Affiliates (including the Companies) resulting from taking the actions contemplated by this Section 4.13(a), including reasonable out-of-pocket costs for preparation and filing of any unused productsdocuments, the costs of removing, painting over, obscuring and disposing of signage and other materials, stationery and literature bearing the Seller Marks remaining at costs of creating, printing and otherwise procuring required replacement materials. The Sellers shall provide invoices to the Facilities following Buyer with respect to such costs and expenses on a biweekly basis and shall provide the Closing. Following last such invoice one (1) Business Day before the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, the Buyer shall allow pay such invoices at the Closing by wire transfer of immediately available funds to an account designated by the Seller; provided that, at Seller’s cost, to remove, cover or conceal (i)(x) if the Closing does not occur and (y) the Seller Marks appearing on signage at is not otherwise entitled to retain the primary entrances of Deposit Amount in accordance with Section 7.2(b), then the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance set-off the amount payable by the Buyer to the Seller under this Section 4.13(a) from the Deposit Amount, or (ii)(x) if the Closing does not occur and (y) the Seller is entitled to retain the Deposit Amount in accordance with Section 7.2(b), then the Buyer shall separately shall pay such invoices within seven (7) days of receipt from the Seller by wire transfer of immediately available funds to an account designated by the Seller. It is acknowledged and agreed that if the Sellers’ out-of-pocket costs incurred in accordance with this Section 4.13(a) are not reimbursed in accordance with the preceding sentence, then the Sellers shall retain all rights to pursue remedies available under law or equity in respect of such reimbursement. (b) Notwithstanding Section 4.13(a), to the extent any Seller Marks are used in the businesses of the Companies as of the Closing Date, the Buyer shall cause the Companies to (i) within 20 Business Days following the Closing, take all action necessary to change the name of the Companies that includes any Seller Marks to a name that does not include any Seller Marks, (ii) within 20 Business Days following the Closing, take all actions and execute all documents as may be necessary to evidence and record any such name changes, (iii) upon expiration of the license granted pursuant to Section 4.13(c), cease and discontinue all uses of any Seller Marks and (iv) upon expiration of the license granted pursuant to Section 4.13(c), eliminate Seller Marks from, revise, paint over or otherwise permanently obscure the Seller Marks on any signage or other materials in the possession or under the control of the Buyer or the Companies. For the avoidance of doubt, as part of the Seller’s authorization of the rebranding of the Business provided hereunder pursuant to Section 4.13(a) and Section 4.14(c), each of the Parties hereby consents, for all purposes of this Agreement, to any amendments to the Constituent Documents of the Companies to the extent needed to reflect any related name changes. (c) To the extent any Seller Marks are used in the businesses of the Companies as of the Closing Date, the Seller hereby grants to the Buyer, subject to the terms and conditions of this Agreement and effective as of the Closing, a non-exclusive, royalty-free, fully paid-up, non-transferable, irrevocable, sublicensable (solely in support of the Business of the Companies and in a manner substantially consistent with the sublicensing activities of the Companies within the twelve (12) month period prior to the Closing Date) license for the Companies to use such Seller ▇▇▇▇▇, for a period of twelve (12) months after the Closing, solely in a substantially similar manner to how such Seller Marks were used in such business as of the Closing. The Buyer shall not, and shall cause the Companies not to use any Seller Marks outside of the scope of the license granted pursuant to this Section 5.7 4.13(c). All goodwill arising from any such use of the Seller Marks shall inure to the benefit the Seller, and the quality of goods and services offered by the Business under the Seller Marks shall be at least as high as that of the Companies during the twelve (12) months prior to injunctive relief against further violationsthe Closing. With respect to any email or web address domains that include a Seller Mark and that are in use in the businesses of the Companies as of the Closing Date, including all domain names that are included in the Acquired IP, the Companies may continue to use such email addresses and domains during the twelve (12)-month period after the Closing and in accordance with the terms described in this Section 4.13(c), and may implement automatic forwarding, messaging or other communications during such period alerting the public of the transition to new email addresses and domains. Upon expiration of such twelve (12) month period, the Buyer shall, and shall cause the Companies to, cease all use of the Seller Marks, including as well part of any email address or domain, and shall promptly abandon any domain names that include any Seller Marks. (d) Nothing in this Section 4.13 shall be deemed to limit the Buyer’s or its Affiliates’ (including the Companies’) right to use the Seller Marks (i) as any other remedies at law required by Law, (ii) in a non-promotional manner for historical reference purposes or in equity available on archival materials or (iii) as otherwise permitted by applicable Law related to SellerTrademarks.

Seller Marks. Except to the extent set forth in this Section 5.10, Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not shall obtain any no right, title, interest, license or any other right hereunder whatsoever to use the words “Rangeland”, “Rangeland Terminals”, or “Rangeland Pipeline” or any of trademarks or logos containing or comprising the foregoing, or any trademark or logo confusingly similar thereto or dilutive thereof, or any trademark or logo used in connection therewith (collectively, the “Seller Marks”). Prior to From and after the Closing, Buyer agrees that it shall (a) cause the Rangeland Entities to cease using the Seller may remove Marks in any manner, directly or indirectly, except for such limited uses as cannot be promptly terminated (e.g., signage and other matters addressed in Section 5.10(b)), and to cease such limited usage of the Seller Marks as it determines in its sole discretion. As soon promptly as reasonably practicable but possible after the Closing and in no any event more than sixty within 90 days following the Closing Date, and (60b) (i) remove, strike over or otherwise obliterate all Seller Marks from all signs at the field offices owned, possessed or used by the Rangeland Entities and (ii) replace all of the Rangeland Entities’ emergency signage (including emergency contact telephone numbers) with Buyer signage, in each case within 30 days after the Closing Date. Notwithstanding the foregoing, Buyer it shall dispose not be a breach of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives 5.10 for any injuries the Environmental Permits or property damage while present at other permits to continue to reflect the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of the Rangeland Entities (or use the Seller Marks) so long as Buyer has since Closing taken (and continues to take) all commercially reasonable actions necessary to comply with its obligations under Section 5.12 as promptly as reasonably practicable. During any period that Buyer is using the Seller Marks as provided in this Section 5.10, Buyer shall use good faith efforts to inform customers, suppliers and contractors that it is not part of Seller or its Affiliates or otherwise in and is using the conduct Seller Marks with permission solely to facilitate the transition of its or any of its Affiliates’ businesses or operations; providedthe Business. The Parties agree, however because damages would be an inadequate remedy, that Buyer shall not be in violation of a Party seeking to enforce this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller 5.10 shall be entitled to seek specific performance of this Section 5.7 and to injunctive relief against further violations, as well as remedies for any breach thereof in addition to other remedies available at law or in equity available equity. This covenant shall survive indefinitely without limitation as to Sellertime.

Seller Marks. (a) Buyer and its Affiliates (including, as of the Closing, the Purchased Subsidiaries) shall have no right, title or interest in or to the Seller Marks except as granted (i) in this Section 6.02 or (ii) under the collaboration agreements (including purchase orders and statements of work) (A) described in Section 5.03(b) (which for the avoidance of doubt, shall remain in full force and effect following the Closing for the duration thereof) or (B) otherwise entered into between Seller or any of its Retained Subsidiaries on the one hand and any of the Purchased Subsidiaries, on the other hand, in accordance with the terms of Section 5.01(t) (such collaboration agreements described in the foregoing clause (ii), the “Continuing Collaboration Agreements”). Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, as a result of the consummation Closing, the Purchased Subsidiaries) shall acquire any goodwill, rights or benefits arising from the Seller Marks and that all such goodwill, rights and benefits shall inure solely to Seller. (b) Effective as of the transactions contemplated by this AgreementClosing Date, it will not obtain any rightSeller (on behalf of itself and its Affiliates (other than the Purchased Subsidiaries)) hereby grants to Buyer and its Affiliates (including, titleas of the Closing, interestthe Purchased Subsidiaries) a limited, license or other right hereunder non-exclusive, non-transferable, non-sublicensable (except to the extent sublicensed in the conduct of the Business immediately prior to the Closing Date), royalty-free license, for a term of six (6) months following the Closing Date, to use the Seller Marks solely in connection with the operation of the Business as such Seller Marks were used therein immediately prior to the Closing Date (it being understood that (i) neither the Buyer nor its Affiliates (including, after the Closing, the Purchased Subsidiaries) shall apply the Seller Marks to, or otherwise use the Seller Marks on or in connection with, any goods, products or services that were not in existence, in production, or on order as of the Closing Date, except to the extent use of the Seller Marks is required or permitted under and for the duration of, the Continuing Collaboration Agreements, and (ii) any use by the Buyer or its Affiliates (including, after the Closing, the Purchased Subsidiaries) of the Seller Marks during the limited license period as provided herein shall be subject to compliance in all respects with all style and other usage guidelines provided to Buyer in effect for the Seller Marks immediately prior to the Closing). Notwithstanding the foregoing, in the event that Seller does not identify a Seller Mark to Buyer (including, but not limited to, pursuant to Section 1.01(a)(iv) of the Disclosure Schedule), Buyer and its Affiliates shall not be in breach of this Section 6.02 for failure to cease use of such Seller Mark during such six (6) month period; provided that Buyer shall (and shall cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to) cease use of such Seller Mark as soon as reasonably practicable (and, in any event, within six (6) months) following Buyer’s receipt of Seller’s notice of such Seller Mark or use thereof. Except as otherwise expressly permitted pursuant to this Section 6.02(b), promptly after the Closing Date (and in any event within ninety (90) days thereafter), Buyer shall, and shall cause its Affiliates (including, after the Closing, the Purchased Subsidiaries) to cease any and all use of the Seller Marks. Prior , including by removing the Seller Marks from any and all assets, stationery, forms, supplies, displays, advertisements and other promotional materials, communications, website content, other internet or electronic communication vehicles and other documents and materials within the possession or control of Buyer or its Affiliates (including the Purchased Subsidiaries), or remove, destroy or strike over all Seller Marks from the foregoing, except to the Closing, Seller may remove any extent (x) use of the Seller Marks as it determines is required or permitted under and for the duration of the Continuing Collaboration Agreements, or (y) such materials are used solely for internal business purposes (in which case Buyer shall and shall cause its sole discretion. As soon as reasonably practicable but Affiliates (including, after the Closing, the Purchased Subsidiaries) to phase out and dispose of such materials in no event more than sixty the ordinary course of business). (60c) days after Prior to the Closing Date, Buyer Seller shall dispose of cause all Purchased Subsidiaries whose names include any unused products, materials, stationery and literature bearing the Seller Mark to cause their names to be changed to such other names that do not include any Seller Marks remaining at and make all necessary filings and use commercially reasonable efforts to cause all applicable Governmental Authorities to change all applications, registrations and filings, including to corporate names, seals and certificates, of such Purchased Subsidiaries such that they will not include any Seller Marks. (d) Notwithstanding the Facilities following foregoing or anything herein to the Closing. Following contrary, as to any inventory in existence on the Closing Date that bears any Seller Marks, Buyer and its Affiliates (including, after the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover the Purchased Subsidiaries) may sell or conceal the Seller Marks appearing on signage at the primary entrances otherwise dispose of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, such inventory in the corporate ordinary course of business. Nothing herein shall prohibit Buyer or doing business name of any of its Affiliates (including, after the Closing, the Purchased Subsidiaries) from using Seller Marks in a non-trademark manner for purposes of conveying to customers or the general public the historical origins of the Business, or otherwise in using the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event in a manner that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Sellerwould constitute a “fair use” under Applicable Law.

Seller Marks. Buyer acknowledges and agrees that Except as a result of the consummation of the transactions contemplated by this Agreementspecifically set forth herein, it will not obtain any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after following the Closing Date, Buyer none of the Purchaser, the Company or its Subsidiary shall dispose use the names, marks, trade names, trademarks, service marks or domain names, or telephone or other contact information of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the FacilitiesSellers (collectively, the “Seller Marks”), including those incorporating “Premier Farnell”; provided, however, the Sellers hereby grant to the Purchaser, the Company and its Subsidiary a limited, fully paid-up, royalty-free, non-transferrable, worldwide, non-exclusive license to use the Seller agrees Marks, to indemnify use and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise distribute existing tangible printed materials bearing the Seller Marks on hand as of the access Closing Date, and to use the Seller Marks on existing signage, marketing materials and other materials, which license and/or rights under this Section 5.7to use any such Seller Marks, including materials, or signage shall expire upon the earlier of (a) six (6) months after the Closing Date and (b) the depletion of such materials or, in the case of signage, the removal of the Seller Marks from such signage. Nothing herein shall require the Purchaser to modify any Claims by products or materials of the Business that have been distributed to customers or other third parties to remove the Seller Marks, to modify any existing Books and Records of Seller’s Representatives for any injuries the Business or property damage while present at to refrain from stating factually (other than on the Facilities, except in cases of BuyerCompany’s or its Representatives’ gross negligence Subsidiary’s products) that the Business was previously owned by the Sellers (or willful misconductother “fair uses” of Seller Marks). ThereafterThe Purchaser, Buyer the Company and its Subsidiary shall not comply with all quality control requirements and guidelines in effect for the Seller Marks as of the Closing Date, but in any event shall maintain quality and service standards at least equal to those maintained by the Sellers prior to the Closing Date; provided that the Sellers shall have a right to revoke and terminate the license granted in this Section 8.07 upon reasonable advance notice and with a reasonable right to cure if the Company, its Subsidiary or the Purchaser fail to maintain such standards in any material respect. Any goodwill arising from the use any of the Seller ▇▇▇▇ Marks by the Purchaser, the Company or any name its Subsidiary shall inure to the benefit of the Sellers. Notwithstanding the foregoing, none of Purchaser, the Company or term confusingly similar the Subsidiary shall be deemed to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation breach of this Section 5.7 8.07 with respect to use of the extent such violation results from Seller’s failure Seller Marks on any exterior signage if the consent of any third party is required to remove all or change such signage, such consent has been requested in writing within one (1) month following the Closing Date and Purchaser, the Company and the Subsidiary use commercially reasonable efforts to remove the Seller Marks at from such signage within six (6) months following the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to SellerClosing Date.

Seller Marks. Buyer acknowledges For purposes of this Section 4.19, the term “Seller Marks” means all trademarks, service marks, trade dress, trade names, domain names, social media handles, and agrees other indicia of source or origin owned by Seller or its Affiliates that as a result are used in connection with the operation of the consummation Real Property, other than those included in the Purchased Assets. Seller shall take commercially reasonable efforts to remove all material Seller Marks from the Real Property by the Closing Date, provided that Seller shall use commercially reasonable efforts to only remove the portion of such items containing the Seller Marks to the extent reasonably practicable (e.g., removal of the transactions contemplated by this Agreementfelt on a gaming table that contains a Seller ▇▇▇▇ rather than removal of the entire table). To the extent that any such material that includes the Seller Marks is not removed prior to the Closing Date, it will not obtain any righteffective as of the Closing Date, titleSeller hereby grants to Buyer and its Affiliates, interestincluding, as of the Closing Date, the Purchased Companies (collectively, the “Licensees”) for one hundred eighty (180) days after the Closing Date (the “Transition Period”) a worldwide, royalty-free, non-transferable, non-exclusive, irrevocable license or other right hereunder to use any the Seller Marks in connection with the continued operation of the Real Property in a manner consistent with the Purchased Companies’ use of the Seller Marks. Prior Marks in connection with the Real Property prior to the ClosingClosing Date, including (i) in connection with the sale, promotion, advertising, and marketing of goods and services at or relating to the Real Property, and (ii) on the existing signage, business cards, packaging, letterhead, invoice forms, websites, social media accounts, advertising, marketing and promotional materials, equipment, inventory, and other documents and materials containing or bearing any Seller ▇▇▇▇, in each case as of the Closing Date. Licensees may remove any not use the Seller Marks after the end of the Transition Period, except that Licensees may at all times after the Closing Date (i) retain and use, for Licensees’ internal business purposes, records and other historical or archived documents containing or referencing the Seller Marks; and (ii) use the Seller Marks to the extent required by or permitted as fair use or otherwise under applicable Law, including uses that would not cause confusion as to the origin or sponsorship of a good or service. All goodwill arising from the Licensees’ use of the Seller Marks as it determines permitted in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, Buyer this Section 4.19 shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at inure solely to Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Sellerbenefit.

Seller Marks. Buyer (1) Purchaser, on behalf of itself and its Affiliates (including, after the Closing, the Company Group) (collectively, the “Purchaser Parties”), acknowledges and agrees that as a result of that, except for the consummation of license provided in Section 5.08(b) herein, the transactions contemplated by this Agreement, it will Purchaser Parties are not obtain any acquiring and shall have no right, title, interest, license or any other right hereunder rights in or to use the Seller Marks after the Closing Date. Purchaser covenants that, after the Closing Date, none of the Purchaser Parties shall (A) use, register or seek to use or register in any jurisdiction any of the Seller Marks or any other Trademarks confusingly similar thereto or (B) contest the use, ownership, validity or enforceability of any rights of Seller or any of its Affiliates in or to any of the Seller Marks, except in each case in enforcing its rights under Section 5.07(a). Prior After the Closing Date, Purchaser shall not (and shall cause the Purchaser Parties not to) represent that it has authority to bind Seller or any of its Affiliates to any Third Party obligation. (2) Purchaser shall, and shall cause the other Purchaser Parties to, cease and discontinue any use of the Seller Marks and, at Purchaser’s sole cost and expense, remove all Seller Marks from all such Existing Materials (as defined below), as promptly as possible after the Closing Date and in any event within 180 days thereafter. Subject to the foregoing, Seller hereby grants to the Purchaser Parties, effective as of the Closing, a non-exclusive, royalty-free, non-sublicensable, non-assignable, transitional license to use the Seller may remove any Marks for a period of 180 days following the Closing Date solely on signage and materials that were created by the Company Group prior to the Closing Date (the “Existing Materials”), solely in a manner consistent with past practice and customary “phase out” use. All goodwill derived from the use of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after permitted hereunder shall inure solely to the Closing Date, Buyer shall dispose benefit of any unused products, materials, stationery Seller and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

Seller Marks. Buyer Purchaser, for itself and its Affiliates (including, after the Closing, the Acquired Group Companies), acknowledges and agrees that as a result of the consummation of the transactions contemplated by this AgreementPurchaser is not purchasing, it will not obtain acquiring or otherwise obtaining any right, titletitle or interest in or to the Seller Marks and that Seller and the other Seller Persons are the exclusive owners of Seller Marks, interestand (a) neither Purchaser nor any of its Affiliates (including, license after the Closing, the Acquired Group Companies) shall have any rights in or to the Seller Marks, (b) within ninety (90) days of the Closing Date (the “Transition Period”), Purchaser shall cause the Acquired Group Companies to cease any and all use of the Seller Marks (including in the respective corporate or other right hereunder legal names of the Acquired Group Companies), and (c) neither Purchaser nor any of its Affiliates (including, after the Closing, the Acquired Group Companies) shall (i) use, register or seek to use or register in any jurisdiction any of the Seller Marks or any other Marks confusingly similar thereto or (ii) contest the use, ownership, validity or enforceability of any rights of Seller or any of its Affiliates in or to any of the Seller Marks. Prior to After the Closing Date, Purchaser shall not (and shall cause its Affiliates, including, after the Closing, the Acquired Group Companies, not to) represent that it has authority to bind any Seller may remove any of the Seller Marks as it determines in its sole discretionPerson. As soon as reasonably practicable following the Closing Date, but in no any event more than sixty by the expiration of the Transition Period, Purchaser shall, and shall cause its Affiliates to, (60x) days cease and discontinue all uses of the Seller Marks and (y) eliminate the Seller Marks from any signage or other public-facing materials owned or controlled by Purchaser or any of its Affiliates after the Closing Date. Purchaser, Buyer shall dispose on behalf of itself and its Affiliates, agrees that any unused products, materials, stationery and literature bearing use of the Seller Marks remaining at within the Facilities following Transition Period shall be substantially similar to how such Seller Marks were used by Seller prior to the ClosingClosing Date and in accordance with all applicable Laws. Following As between the Closingparties hereto, upon reasonable prior written notice Seller or its Affiliates are the sole and at mutually agreed upon reasonable timesexclusive owners of all right, Buyer shall allow Seller, at Seller’s cost, title and interest in and to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances and all rights related thereto and goodwill associated therewith, and all uses of the Facilities; provided, however, Seller agrees Marks and the goodwill arising therefrom shall inure solely to indemnify the benefit of Seller or such Affiliates. Seller and hold harmless Buyer, its Affiliates shall have the right to inspect and their Representatives for any exercise quality control with respect to Purchaser’s use of the Seller Marks. Purchaser shall not, and all Losses incurred by Buyer, shall cause its Affiliates or their Representatives arising out of to not, use the Seller Marks in a manner that could reasonably be expected in any exercise of the access rights under this Section 5.7respect to reflect negatively on, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in adversely affect, any such Seller Marks (including the conduct of its goodwill associated therewith) or Seller or any of its Affiliates’ businesses . Without limiting any other remedies that may be available to Seller or operations; provided, however that Buyer shall not be in violation any of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7its Affiliates, Seller shall be entitled have the right to specific performance terminate the foregoing license upon written notice to Purchaser, following a thirty (30) day notice and cure period, if Purchaser or any of its Affiliates materially breaches any of the terms or conditions set forth in this Section 5.7 and 5.15 or otherwise fails to injunctive relief against further violations, as well as comply with any other remedies at law reasonable direction of Seller with respect to the use of any of the Seller Marks by Purchaser or in equity available to Sellerits Affiliates.

Seller Marks. Buyer (a) Purchaser, on behalf of itself and its Affiliates (including, after the Closing, the Company Group) (collectively, the “Purchaser Parties”), acknowledges and agrees that as a result of that, except for the consummation of license provided in Section 5.08(b) herein, the transactions contemplated by this Agreement, it will Purchaser Parties are not obtain any acquiring and shall have no right, title, interest, license or any other right hereunder rights in or to use the Seller Marks after the Closing Date. Purchaser covenants that, after the Closing Date, none of the Purchaser Parties shall (A) use, register or seek to use or register in any jurisdiction any of the Seller Marks or any other Trademarks confusingly similar thereto or (B) contest the use, ownership, validity or enforceability of any rights of Seller or any of its Affiliates in or to any of the Seller Marks, except in each case in enforcing its rights under Section 5.07(a). Prior After the Closing Date, Purchaser shall not (and shall cause the Purchaser Parties not to) represent that it has authority to bind Seller or any of its Affiliates to any Third Party obligation. (b) Purchaser shall, and shall cause the other Purchaser Parties to, cease and discontinue any use of the Seller Marks and, at Purchaser’s sole cost and expense, remove all Seller Marks from all such Existing Materials (as defined below), as promptly as possible after the Closing Date and in any event within 180 days thereafter. Subject to the foregoing, Seller hereby grants to the Purchaser Parties, effective as of the Closing, a non-exclusive, royalty-free, non-sublicensable, non-assignable, transitional license to use the Seller may remove any Marks for a period of 180 days following the Closing Date solely on signage and materials that were created by the Company Group prior to the Closing Date (the “Existing Materials”), solely in a manner consistent with past practice and customary “phase out” use. All goodwill derived from the use of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after permitted hereunder shall inure solely to the Closing Date, Buyer shall dispose benefit of any unused products, materials, stationery Seller and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller.

Seller Marks. Buyer acknowledges and agrees that Exhibit A to this Agreement sets forth the Contracts (the “Existing Licenses”) under which Seller has committed, as a result of the consummation date of the transactions contemplated by APA, to license the trademarks identified in the exhibit (the “Licensed Marks”) to the distributors identified in the exhibit (the “Licensed Distributors”) for the purpose of using such Licensed Marks in connection with marketing, selling and distributing the Ex-America Products in one or more jurisdictions of the Licensed Territory. Subject to the terms and conditions of this Agreement, it will not obtain Buyer hereby grants to Seller a non-transferable and royalty-free nonexclusive right to allow the Licensed Distributors to use the Licensed Marks only for the purpose of marketing, selling and distributing the Ex-America Products in one or more jurisdictions of the Licensed Territory, subject to the terms and conditions of the Existing Licenses and this Section ‎1.4). Except as expressly set forth in the foregoing license grant (“Trademark License”), nothing in this Agreement grants or confers to Seller (or its distributors) any right, title, interest, license title or other interest in or to the Seller Marks or any goodwill associated with the Seller Marks (notwithstanding that they form part of the Acquired Assets) and Seller and its distributors have no right hereunder to use the Seller Marks in any other manner, for any other purpose or in any other territory. In addition, nothing in this Agreement shall be construed as limiting, preventing, or restricting, in any manner, Buyer’s right to use, to license any third party to use, or to register the Seller Marks in any manner whatsoever anywhere in the world. Except pursuant to the Existing Licenses, Seller shall not at any time make any commitments or grant any rights with respect to the Seller Marks without the prior written consent of Buyer. Without limiting the foregoing: (a) Seller shall ensure that the Licensed Marks are not used by any Licensed Distributors in a manner that would disparage, tarnish, or dilute the distinctive quality of the Licensed Marks or the reputation or goodwill represented by the Licensed Marks or which would reflect adversely on the Seller Marks, Buyer or its Affiliates, the Ex-America Products or any other products or services of Buyer or its Affiliates; (b) Seller shall, to the extent permitted by the applicable Existing License (or, if not permitted by the applicable Existing License, Seller shall use its commercially reasonable efforts to), cause the Licensed Distributor, upon reasonable advance notice, to allow Seller and its designees (including Buyer and its Affiliates) to access and inspect any and all of the Licensed Distributor’s facilities and to inspect, copy and audit the Licensed Distributor’s books and records, in each case, to the extent related to the Licensed Distributor’s use of any of the Licensed Marks and to confirm that the Licensed Marks are not used or planned to be used by the Licensed Distributor in any manner that would or could reasonably be expected to result in a violation of Section ‎1.4(a); (c) without limiting any rights or remedies available to Buyer, in the event Seller or its distributors use any Seller Marks outside the scope or in contravention of the Trademark License or this Section ‎1.4, Seller shall turn over to Buyer all revenues derived from such unauthorized use and promptly withdraw the relevant product and materials from the market in consultation with Buyer; (d) Seller shall not modify the Licensed Marks in any form or manner unless approved in advance in writing by Buyer; (e) Seller shall pass through to Buyer any royalties paid by a Licensed Distributor to Seller to the extent expressly attributable to a license of the Licensed Marks and not attributable to any other rights licensed by Seller to the Licensed Distributor; and (f) to the extent Seller or its distributors market, distribute or sell any New Products or Ex-America Products not covered by the Trademark License under this Agreement, such New Products and Ex-America Products shall be: (i) marketed, distributed and sold under a different trademark, service m▇▇▇, service names, brand, trade dress and logos than any Seller Marks, including “Lymphoseek®”; and (ii) otherwise differentiated from the Seller Marks, including “Lymphoseek®” and the Business Product, to ensure that end customers in the Licensed Territory and other third parties could not reasonably confuse or substitute such New Products or Ex-America Products for the Business Product or Seller Marks. Prior Without limiting any other remedies or rights that may be available to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty Buyer (60) days after the Closing Dateincluding under Section ‎7.4), Buyer shall dispose of any unused products, materials, stationery and literature bearing may immediately terminate the Seller Marks remaining at the Facilities following the Closing. Following the Closing, Trademark License upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, if Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7‎1.4 and fails to remedy such breach within 30 days after receiving notice of the breach by Buyer; provided that (A) if the breach is attributable solely to a particular Licensed Distributor, then such termination shall apply only with respect to such Licensed Distributor and the Trademark License will remain in full force and effect with respect to Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violationseach other Licensed Distributor, as well as any other remedies at law or in equity available and (B) if the breach is attributable solely to Seller, then such termination shall apply only with respect to Seller and the Trademark License (as a pass through to each Licensed Distributor) will remain in full force and effect with respect to each Licensed Distributor as long as such Licensed Distributor grants Buyer the right as an express third party beneficiary to enforce Seller’s rights under the applicable Existing License.

Seller Marks. After the Closing, Buyer acknowledges shall (i) promptly, and agrees in any event within six months immediately following the Closing, complete the revision of all existing and new Packaging Materials relating to the Product and/or used in the Business so as to not include any references to the Seller Marks; provided that as a result the foregoing shall not apply to any Packaging Materials shipped to third parties prior to the Closing or during such six-month period after the Closing in the ordinary course of business, (ii) promptly, and in any event within 14 days following the Closing Date, discontinue the use of any Promotional Materials included in the Transferred Assets that include any references to the Seller Marks, other than internal use by Buyer, and (iii) otherwise cease any and all use of the consummation Seller Marks. Notwithstanding anything to the contrary, except as provided in the foregoing clause (ii) of this Section 5.04, effective as 35 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED of the transactions contemplated by Closing, Buyer shall not use, for purposes of the sale, marketing, advertising or promotion of the Product, any Promotional Materials included in the Transferred Assets on which a Seller ▇▇▇▇ appears unless and until (and without limiting Section 5.05) such Promotional Materials have been revised so as to not include any references to the Seller Marks. Except as set forth in this AgreementSection 5.04, it will from and after the Closing, Buyer shall not obtain have any right, title, interest, license or other right hereunder to use any of the Seller Marks. Prior to On and after the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing Date, shall Buyer shall dispose of use any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for (A) in any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its RepresentativesAffiliates’ gross negligence materials relating to the marketing and promotion of the Product (including any sales, promotional and marketing materials, advertising and display materials, Promotional Materials, Product literature, stationary, training materials and similar materials) or willful misconduct. Thereafter, Buyer shall not (B) in any manner or for any purpose different from the use any of such Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ Marks in connection with the sale Business during the 90-day period immediately preceding the Closing. Any and all use of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in Seller Marks by Buyer following the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer Closing shall not be in violation of this Section 5.7 inure to the extent such violation results from Seller’s failure to remove all sole and exclusive benefit of the Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to SellerParties.

Seller Marks. (a) Buyer will have no right, title or interest in or to (i) the “GAIN Capital” name (and any trademark related thereto), (ii) any names and trademarks listed in Section 6.04 of the Seller Disclosure Schedules and (iii) any variation or derivative of any of the foregoing and any names or trademarks, in each case, that are confusingly similar to any of the foregoing (collectively, the “Seller Marks”), excluding, for the avoidance of doubt, any trademarks included in the Business Intellectual Property Rights. Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates shall acquire any goodwill, rights or benefits arising from the Seller Marks and all such goodwill, rights and benefits shall inure solely to Seller. (a) Seller shall and shall cause its Affiliates to, as a result soon as reasonably practicable (and in any event within 90 days) after the Closing, cease all consumer-facing or public-facing use (the “Commercial Use”) of, and thereafter refrain from licensing or otherwise authorizing any Affiliates or third parties to make Commercial Use of any trademarks, service marks, Internet Domain names, logos, trade names, trade dress, company names and other identifiers of source or goodwill that include any Purchased Assets, and any confusingly similar variation of any of the consummation of foregoing. (b) Buyer shall and shall cause its Affiliates to, as soon as reasonably practicable (and in any event within 90 days) after the transactions contemplated by this AgreementClosing, it will not obtain any right, title, interest, license or other right hereunder to use any cease all Commercial Use of the Seller Marks. Prior to . (c) Buyer and its Affiliates shall, for a period of 120 days after the Closing, be entitled to use, solely in connection with the operation of the ECN Platform for internal purposes and not for the purposes of Commercial Use, the Seller may remove Marks, after which period the Buyer and its Affiliates shall cease any and all use of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days after the Closing DateMarks, Buyer shall dispose of any unused products, materials, stationery and literature bearing the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover including by deleting or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for destroying any and all Losses incurred by Buyer, its Affiliates or materials under their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use control that contain any Seller ▇▇▇▇ ▇. (d) From and after the Closing, none of Buyer or any name its Affiliates shall challenge the ownership, validity or term confusingly similar to enforceability of any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Seller▇.

Seller Marks. (a) Except as provided in this ‎Section 5.06, Buyer and the Companies shall have no right, title or interest in or to the Seller Marks after the Closing. Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, as a result of the consummation Closing, the Companies) shall acquire any goodwill, rights or benefits arising from the Seller Marks (or their use thereof during the Transition Period) and that all such goodwill, rights and benefits shall inure solely to Seller. (b) Promptly after the Closing Date (and in any event within six (6) months thereafter, the “Transition Period”), (i) Buyer shall, and shall cause its Affiliates (including, after the Closing, the Companies) to, cease any and all use of the transactions contemplated Seller Marks, including by this Agreementremoving the Seller Marks from any and all assets, it inventories, advertisements, website content, other internet or electronic communication vehicles and other documents and materials of the Companies (other than non-public materials that were created prior to the Closing Date and that remain non-public), and (ii) Buyer shall cause the Companies to take actions to cause their names to be changed to such other names that do not include the Seller Marks (including by making all necessary filings and using commercially reasonable efforts to cause all applicable Governmental Authorities to change all applications, registrations and filings, including corporate names, seals and certificates of the Companies such that they will not obtain include any rightSeller Marks). Subject to the foregoing, titleSeller and its Affiliates hereby grant to Buyer and its Affiliates (including, interestafter the Closing, the Companies) a non-exclusive, non-transferable, non-sublicensable (except to its and their respective vendors, distributors and other service providers solely in connection with the operation of the Business, and not for the independent use of such sublicensee, and provided that Buyer shall be fully liable to Seller for any such third party’s use of any Seller Marks as though such use were made by Buyer itself), worldwide right and license or other right hereunder to use the Seller Marks, solely during the Transition Period and solely in connection with the continued operation of the Business during the Transition Period in a manner consistent with past practice and customary “phase out” use. At Buyer’s request, Seller shall (and shall cause its Affiliates to), solely during the Transition Period, maintain a mutually agreeable statement and link, on Seller’s and its Affiliates’ public websites and social media accounts that previously referenced the Business, directing customers to one or more websites or social media accounts designated by Buyer. Notwithstanding the Transition Period outlined in this ‎Section 5.06(b), subject to Buyer using good faith efforts to comply with its obligations under this ‎Section 5.06(b) in a timely manner, upon Buyer’s request, the Transition Period will be extended for up to two (2) additional ninety (90) day periods to allow Buyer and its Affiliates (including, after the Closing, the Companies) to complete performance of their obligations hereunder. (c) From and after the Closing Date, neither Buyer nor any of its Affiliates (including, after the Closing, the Companies) shall challenge or assist any third party to challenge the validity, enforceability or ownership of any of the Seller Marks. Prior to For clarity, nothing shall restrict Buyer or its Affiliates (including, after the Closing, Seller may remove any of the Companies) from using or referencing the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days at any time after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing Date in (i) a non-trademark manner to describe or provide information regarding the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances history of the Facilities; providedBusiness, however, Seller agrees to indemnify (ii) historical legal and hold harmless Buyer, its Affiliates business documents and their Representatives for any internal materials that are not currently and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ become visible or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 available to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event public, (iii) a manner that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, would constitute “fair use” under Applicable Law or (iv) as well as any other remedies at law or in equity available to Sellerrequired by Applicable Law.

Seller Marks. (a) Except as expressly provided in this ‎Section 5.06, Buyer and the Companies shall have no right, title or interest in or to the Seller Marks after the Closing. Buyer hereby acknowledges and agrees that neither it nor any of its Affiliates (including, as a result of the consummation Closing, the Companies) shall acquire any goodwill, rights or benefits arising from the Seller Marks (or their use thereof during the Transition Period) and that all such goodwill, rights and benefits shall inure solely to Seller. (b) Promptly after the Closing Date (and in any event within six (6) months thereafter, the “Transition Period”), (i) Buyer shall, and shall cause its Affiliates (including, after the Closing, the Companies and the Business) to, cease any and all use of the transactions contemplated Seller Marks, including by this Agreementremoving the Seller Marks from any and all assets, it inventories, advertisements, communications, website content, other internet or electronic communication vehicles and other documents and materials of the Companies and the Business (other than non-public materials that were created prior to the Closing Date and that remain non-public), and (ii) Buyer shall cause the Companies to take all necessary actions to cause their names to be changed to such other names that do not include the Seller Marks (including by making all necessary filings and using commercially reasonable efforts to cause all applicable Governmental Authorities to change all applications, registrations and filings, including corporate names, seals and certificates of the Companies (as applicable) such that they will not obtain include any rightSeller Marks). Subject to the foregoing, titleSeller and its Affiliates hereby grant to Buyer and its Affiliates (including, interestafter the Closing, the Companies), on an “as-is” basis, a non-exclusive, non-transferable, non-sublicensable (except to its and their respective vendors, distributors and other service providers solely in connection with the operation of the Business and solely to the extent sublicensed to such Persons prior to the Closing, and not for the independent use of such sublicensee, and provided that Buyer shall be fully liable to Seller for any such third party’s use of any Seller Marks as though such use were made by Buyer itself), royalty-free, worldwide right and license or other right hereunder to use the Seller Marks, solely during the Transition Period and solely in a manner consistent with past practice and customary “phase out” use. At Buyer’s request, Seller shall (and shall cause its Affiliates to), solely during the Transition Period, maintain a mutually agreeable statement and link, on Seller’s and its Affiliates’ public websites and social media accounts that previously referenced the Business, directing customers to one or more websites or social media accounts designated by Buyer. Notwithstanding the Transition Period outlined in this ‎Section 5.06(b), subject to Buyer using good faith efforts to comply with its obligations under this ‎Section 5.06(b) in a timely manner, upon ▇▇▇▇▇’s request, the Transition Period will be extended for up to two (2) additional ninety (90) day periods to allow Buyer and its Affiliates (including, after the Closing, the Companies) to complete performance of their obligations hereunder. (c) From and after the Closing Date, neither Buyer nor any of its Affiliates (including, after the Closing, the Companies and the Business) shall challenge or assist any third party to challenge the validity, enforceability or ownership of any of the Seller Marks. Prior to For clarity, nothing shall restrict Buyer or its Affiliates (including, after the Closing, Seller may remove any of the Companies) from using or referencing the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty (60) days at any time after the Closing Date, Buyer shall dispose of any unused products, materials, stationery and literature bearing Date (i) in a non-trademark manner to describe or provide information regarding the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances history of the Facilities; providedBusiness, however, Seller agrees to indemnify (ii) in historical legal and hold harmless Buyer, its Affiliates business documents and their Representatives for any internal materials that are not currently and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ become visible or any name available to the public, (iii) in a manner that would constitute “fair use” under Applicable Law or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 (iv) as and to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7, Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violations, as well as any other remedies at law or in equity available to Sellerrequired by Applicable Law.

Seller Marks. Buyer acknowledges and agrees that as a result of the consummation of the transactions contemplated by this Agreement, it will not obtain obtain, and from and after the Closing, the Company will not own any right, title, interest, license or any other right hereunder whatsoever to use the words “Chesapeake” or any Marks containing or comprising the foregoing, or any Marks that would result in a likelihood of confusion with, or constitute dilution of, any Marks of Seller and/or its Affiliates (collectively, the “Seller Marks”). Prior to From and after the Closing, Buyer agrees that it will (a) cause the Company to cease using the Seller may remove Marks in any manner, except for such limited uses as cannot be promptly terminated (e.g., signage), and to cease such limited usage of the Seller Marks as it determines in its sole discretion. As soon promptly as reasonably practicable but possible after the Closing and in no any event more than sixty (60) within 120 days after following the Closing Date, and (b) remove, strike over or otherwise obliterate all Seller Marks from all Assets and all other materials owned, possessed or used by the Company or its Affiliates, except (i) those Assets that the general public does not see (i.e., marks on a pipeline where there is no public access) and (ii) for such limited uses as cannot be promptly removed, struck or otherwise obliterated (e.g., signage), and to remove, strike or otherwise obliterate such Seller Marks as promptly as reasonably possible after the Closing and in any event within 120 days following the Closing Date. Buyer shall dispose not modify the appearance of any unused productsSeller Marks (except to remove, materials, stationery and literature bearing strike over or otherwise obliterate the Seller Marks remaining at the Facilities following the Closing. Following the Closing, upon reasonable prior written notice as contemplated above) and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances maintain standards of the Facilities; provided, however, Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar quality with respect to any Seller ▇▇▇▇ services provided or sold in connection with the sale limited uses permitted under this Section 5.5 that meet or exceed the quality of any products or servicesthe corresponding services of Seller and its Affiliates prior to the Closing and shall cooperate with Seller and its Affiliates, as applicable, in the corporate or doing business name of any of facilitating their respective control thereof. Seller and its Affiliates or otherwise in (excluding the conduct of its or any of its Affiliates’ businesses or operations; providedCompany), however that Buyer shall not be in violation of this Section 5.7 as applicable, reserve all rights with respect to the extent such violation results from Seller’s failure to remove Seller Marks. Buyer acknowledges and agrees that ownership of the Seller Marks, and all goodwill associated therewith, shall belong exclusively to, and all use of the Seller Marks at hereunder shall inure solely to the Facilities. In the event that Buyer breaches this Section 5.7benefit of, Seller shall and its Affiliates (excluding the Company), as applicable. The Parties agree, because damages would be an inadequate remedy, that Seller will be entitled to seek, without posting of any bond, without proof of actual damages and without an obligation to prove irreparable harm, specific performance of this Section 5.7 and to injunctive relief against further violations, as well as remedies for any breach thereof in addition to other remedies available at law or in equity available and the Parties will not object to Sellerany such specific performance or injunctive relief. This covenant will survive indefinitely without limitation as to time.

Seller Marks. Buyer acknowledges and agrees that Exhibit A to this Agreement sets forth the Contracts (the “Existing Licenses”) under which Seller has committed, as a result of the consummation date of the transactions contemplated by APA, to license the trademarks identified in the exhibit (the “Licensed Marks”) to the distributors identified in the exhibit (the “Licensed Distributors”) for the purpose of using such Licensed Marks in connection with marketing, selling and distributing the Ex-America Products in one or more jurisdictions of the Licensed Territory. Subject to the terms and conditions of this Agreement, it will not obtain Buyer hereby grants to Seller a non-transferable and royalty-free nonexclusive right to allow the Licensed Distributors to use the Licensed Marks only for the purpose of marketing, selling and distributing the Ex-America Products in one or more jurisdictions of the Licensed Territory, subject to the terms and conditions of the Existing Licenses and this Section ‎1.4). Except as expressly set forth in the foregoing license grant (“Trademark License”), nothing in this Agreement grants or confers to Seller (or its distributors) any right, title, interest, license title or other interest in or to the Seller Marks or any goodwill associated with the Seller Marks (notwithstanding that they form part of the Acquired Assets) and Seller and its distributors have no right hereunder to use the Seller Marks in any other manner, for any other purpose or in any other territory. In addition, nothing in this Agreement shall be construed as limiting, preventing, or restricting, in any manner, Buyer’s right to use, to license any third party to use, or to register the Seller Marks in any manner whatsoever anywhere in the world. Except pursuant to the Existing Licenses, Seller shall not at any time make any commitments or grant any rights with respect to the Seller Marks without the prior written consent of Buyer. Without limiting the foregoing: (a) Seller shall ensure that the Licensed Marks are not used by any Licensed Distributors in a manner that would disparage, tarnish, or dilute the distinctive quality of the Licensed Marks or the reputation or goodwill represented by the Licensed Marks or which would reflect adversely on the Seller Marks, Buyer or its Affiliates, the Ex-America Products or any other products or services of Buyer or its Affiliates; (b) Seller shall, to the extent permitted by the applicable Existing License (or, if not permitted by the applicable Existing License, Seller shall use its commercially reasonable efforts to), cause the Licensed Distributor, upon reasonable advance notice, to allow Seller and its designees (including Buyer and its Affiliates) to access and inspect any and all of the Licensed Distributor’s facilities and to inspect, copy and audit the Licensed Distributor’s books and records, in each case, to the extent related to the Licensed Distributor’s use of any of the Licensed Marks and to confirm that the Licensed Marks are not used or planned to be used by the Licensed Distributor in any manner that would or could reasonably be expected to result in a violation of Section ‎1.4(a); (c) without limiting any rights or remedies available to Buyer, in the event Seller or its distributors use any Seller Marks outside the scope or in contravention of the Trademark License or this Section ‎1.4, Seller shall turn over to Buyer all revenues derived from such unauthorized use and promptly withdraw the relevant product and materials from the market in consultation with Buyer; (d) Seller shall not modify the Licensed Marks in any form or manner unless approved in advance in writing by Buyer; (e) Seller shall pass through to Buyer any royalties paid by a Licensed Distributor to Seller to the extent expressly attributable to a license of the Licensed Marks and not attributable to any other rights licensed by Seller to the Licensed Distributor; and (f) to the extent Seller or its distributors market, distribute or sell any New Products or Ex-America Products not covered by the Trademark License under this Agreement, such New Products and Ex-America Products shall be: (i) marketed, distributed and sold under a different trademark, service ▇▇▇▇, service names, brand, trade dress and logos than any Seller Marks, including “Lymphoseek®”; and (ii) otherwise differentiated from the Seller Marks, including “Lymphoseek®” and the Business Product, to ensure that end customers in the Licensed Territory and other third parties could not reasonably confuse or substitute such New Products or Ex-America Products for the Business Product or Seller Marks. Prior Without limiting any other remedies or rights that may be available to the Closing, Seller may remove any of the Seller Marks as it determines in its sole discretion. As soon as reasonably practicable but in no event more than sixty Buyer (60) days after the Closing Dateincluding under Section ‎7.4), Buyer shall dispose of any unused products, materials, stationery and literature bearing may immediately terminate the Seller Marks remaining at the Facilities following the Closing. Following the Closing, Trademark License upon reasonable prior written notice and at mutually agreed upon reasonable times, Buyer shall allow Seller, at Seller’s cost, to remove, cover or conceal the Seller Marks appearing on signage at the primary entrances of the Facilities; provided, however, if Seller agrees to indemnify and hold harmless Buyer, its Affiliates and their Representatives for any and all Losses incurred by Buyer, its Affiliates or their Representatives arising out of any exercise of the access rights under this Section 5.7, including any Claims by any of Seller’s Representatives for any injuries or property damage while present at the Facilities, except in cases of Buyer’s or its Representatives’ gross negligence or willful misconduct. Thereafter, Buyer shall not use any Seller ▇▇▇▇ or any name or term confusingly similar to any Seller ▇▇▇▇ in connection with the sale of any products or services, in the corporate or doing business name of any of its Affiliates or otherwise in the conduct of its or any of its Affiliates’ businesses or operations; provided, however that Buyer shall not be in violation of this Section 5.7 to the extent such violation results from Seller’s failure to remove all Seller Marks at the Facilities. In the event that Buyer breaches this Section 5.7‎1.4 and fails to remedy such breach within 30 days after receiving notice of the breach by Buyer; provided that (A) if the breach is attributable solely to a particular Licensed Distributor, then such termination shall apply only with respect to such Licensed Distributor and the Trademark License will remain in full force and effect with respect to Seller shall be entitled to specific performance of this Section 5.7 and to injunctive relief against further violationseach other Licensed Distributor, as well as any other remedies at law or in equity available and (B) if the breach is attributable solely to Seller, then such termination shall apply only with respect to Seller and the Trademark License (as a pass through to each Licensed Distributor) will remain in full force and effect with respect to each Licensed Distributor as long as such Licensed Distributor grants Buyer the right as an express third party beneficiary to enforce Seller’s rights under the applicable Existing License.